Certificate of Organization MN
A Certificate of Organization MN may be different than in other states.3 min read
A Certificate of Organization MN may be different than in other states. Regardless of whether you are forming a new business or wanting to incorporate your already established one, it is important that you know the state requirements in Minnesota for forming an LLC.
The name you choose for your LLC will need to be included on your filing paperwork just as it will appear on any other documentation. Make sure to include LLC or any other abbreviation of this, as well as capitalizations you will have in the name. Using commas for your Minnesota LLC name is accepted. For example, "The XYZ, LLC" or "The XYZ LLC" are both fine. When choosing your name, make sure it is not too close to any other of the following:
- Domestic corporations
- Limited liability companies
- Foreign corporations
- Limited partnerships
- Foreign limited partnerships
- Any other companies with authorization to conduct business in Minnesota
Some exceptions to this are if:
- You obtain written consent
- A business is going to close, change names or dissolve
Hiring a Registered Agent
Minnesota has a couple of guidelines to adhere to when it comes to hiring a registered agent. If you hire an individual as your registered agent, they must have a physical address in Minnesota and also be a resident. However, if you choose to use a company as your registered agent, they will need to be authorized to conduct business in the state.
When filing your paperwork, enter the registered agent's address on the first line (remember that a PO Box will not be accepted), and their full name on the second line. A registered agent is required to keep regular business hours where they are available to accept paperwork on your company's behalf.
Steps for Filing Online: Create an Account
You can access the Minnesota Secretary of State's Business and Liens page by going online to https://mblsportal.sos.state.mn.us/Account/Register. By entering an email address and creating a password, you will be able to gain access to the website, so be sure to keep your information written down or saved on your computer. Once you have done this, you can click on the "Create Online Account" button. The Minnesota Secretary of State will send a message via email. Open the message and proceed by clicking the link to verify your online account.
The email may take at least 15 minutes or more to arrive, so be patient. Once you confirm your account, you can click the "Sign In" link. You will need to enter the email and password you used to start the account. The next page will require you to enter:
- Your name
- Your address
- A phone number
Then click the “Save” button.
Documents and notifications will be sent by the state to the address you indicate here. The “company” box can be left blank because your LLC hasn't officially been formed yet. Once you have completed this section, click “Save.” A “Your delivery information has been saved” message will appear, and you can move on to the next step.
Steps in Filing Online: Complete your Articles of Organization
After creating your account, click on the “Business Filings Online” tab; it will be at the top left. Scroll down under the search box. Here you will find the “File a New Business or Nonprofit” section where you will want to click on “Limited Liability Company (Domestic).” Select “For Profit” from the left, then click on “No” if you are forming a regular LLC. Proceed by clicking on "Next."
In Minnesota, a Professional LLC (PLLC) is necessary if you will be licensed in one of these fields:
- Landscape Architecture
- Certified Interior Design
- Dentistry & Dental Hygiene
- Architecture Law
- Marriage & Family Therapy
- Medicine & Surgery
- Physician Assistant
- Professional Counseling
- Registered Nursing
- Social Work
- Podiatric Medicine
- Veterinary Medicine
You then need to proceed by selecting “Yes” on the right. You must confirm that your chosen LLC name is not already taken on the next page. Enter the name just as you would have it appear, including any capitalization, in the “Proposed Business Name” box. Some words will not be allowed for use in your business name—for example, “Bank” or “Trust” are not allowed. An exception would be if they were not used to refer to a financial institution.
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